Bylaws
1 (1) In these bylaws, unless the context otherwise requires:
“directors” means the directors of the society for the time
being;
“Society Act” means the Society Act of British Columbia from
time to time in force and all amendments to it;
“registered address” of a member means the member’s address
as recorded in the register of members.
(2) The definitions in the Society Act on the date these bylaws become effective
apply to these bylaws.
2 Words importing the singular include the plural and vice versa, and words
importing a male person include a female person and a corporation.
3 The members of the society are the applicants for incorporation of the
society, and those persons who subsequently become members, in accordance
with these bylaws and, in either case, have not ceased to be members.
4 Any person may become a member of the society, provided they pay the membership
fee or apply to the directors for special dispensation. Any person who has
previously been expelled from the society may only return to member status
at the discretion of the directors.
5 Every member must uphold the constitution and comply with these bylaws.
6 The amount of the membership fee must be determined by the directors.
7 A person ceases to be a member of the society
(a) by delivering his or her resignation in writing to the secretary of
the society or by mailing or delivering it to the address of the society,
(b) on his or her death,
(c) on being expelled, or
(d) on having been a member not in good standing for 2 consecutive months.
8 (1) A member may be expelled by a special resolution of the members passed
at a general meeting.
(2) The notice of special resolution for expulsion must be accompanied by
a brief statement of the reasons for the proposed expulsion.
(3) The person who is the subject of the proposed resolution for expulsion
must be given an opportunity to be heard at the general meeting before the
special resolution is put to a vote.
9 All members are in good standing except a member who has failed to uphold
the constitution and comply with the bylaws of the society. A member must
be informed of this change in standing and given the opportunity to meet
with the directors and discuss the situation. A member who has lost their
good standing may be returned to good standing at the discretion of the
directors.
10 General meetings of the society must be held at the time and place, in
accordance with the Society Act, that the directors decide.
11 Every general meeting, other than an annual general meeting, is an extraordinary
general meeting.
12 The directors may, when they think fit, convene an extraordinary general
meeting.
13 (1) Notice of a general meeting must specify the place, day and hour
of the meeting, and, in case of special business, the general nature of
that business.
(2) The accidental omission to give notice of a meeting to, or the non-receipt
of a notice by, any of the members entitled to receive notice does not invalidate
proceedings at that meeting.
14 The first annual general meeting of the society must be held not more
than 15 months after the date of incorporation and after that an annual
general meeting must be held at least once in every calendar year and not
more than 15 months after the holding of the last preceding annual general
meeting.
15 Special business is
(a) all business at an extraordinary general meeting except the adoption
of rules of order, and
(b) all business conducted at an annual general meeting, except the following:
(i) the adoption of rules of order;
(ii) the consideration of the financial statements;
(iii) the report of the directors;
(iv) the report of the auditor, if any;
(v) the election of directors;
(vi) the appointment of the auditor, if required;
(vii) the other business that, under these bylaws, ought to be conducted
at an annual general meeting, or business that is brought under consideration
by the report of the directors issued with the notice convening the meeting.
16 (1) Business, other than the election of a chair and the adjournment
or termination of the meeting, must not be conducted at a general meeting
at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum
present, business then in progress must be suspended until there is a quorum
present or until the meeting is adjourned or terminated.
(3) A quorum is 3 members present including at least one director, or a
greater number that the members may determine at a general meeting.
17 If within 30 minutes from the time appointed for a general meeting a
quorum is not present, the meeting, if convened on the requisition of members,
must be terminated, but in any other case, it must stand adjourned to the
same day in the next week, at the same time and place, and if, at the adjourned
meeting, a quorum is not present within 30 minutes from the time appointed
for the meeting, the members present constitute a quorum.
18 The directors will appoint a chair for each general meeting.
19 (1) A general meeting may be adjourned from time to time and from place
to place, but business must not be conducted at an adjourned meeting other
than the business left unfinished at the meeting from which the adjournment
took place.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned
meeting must be given as in the case of the original meeting.
(3) Except as provided in this bylaw, it is not necessary to give notice
of an adjournment or of the business to be conducted at an adjourned general
meeting.
20 (1) A resolution proposed at a meeting need not be seconded, and the
chair of a meeting may move or propose a resolution.
(2) In the case of a tie vote, the chair does not have a casting or second
vote in addition to the vote to which he or she may be entitled as a member,
and the proposed resolution does not pass.
21 (1) A member in good standing present at a meeting of members is entitled
to one vote.
(2) Voting is by show of hands.
(3) Voting by proxy is not permitted.
22 (1) The directors may exercise all the powers and do all the acts and
things that the society may exercise and do, and that are not by these bylaws
or by statute or otherwise lawfully directed or required to be exercised
or done by the society in a general meeting, but subject, nevertheless,
to
(a) all laws affecting the society,
(b) these bylaws, and
(c) rules, not being inconsistent with these bylaws, that are made from
time to time by the society in a general meeting.
(2) A rule, made by the society in a general meeting, does not invalidate
a prior act of the directors that would have been valid if that rule had
not been made.
23 (1) The secretary, treasurer and one or more other persons are the directors
of the society.
(2) The number of directors must be 3 or a greater number determined from
time to time at a general meeting.
24 (1) The directors must retire from office at each annual general meeting
when their successors are selected. The original founding directors of the
society are not required to retire for the first three years of the existence
of the society.
(2) Separate elections must be held for each office to be filled.
(3) An election may be by acclamation, otherwise it must be by ballot.
(4) If a successor is not elected, the person previously elected or appointed
continues to hold office.
25 (1) The directors may at any time and from time to time appoint a member
as a director to fill a vacancy in the directors.
(2) A director so appointed holds office only until the conclusion of the
next annual general meeting of the society, but is eligible for re-election
at the meeting.
26 (1) If a director resigns his or her office or otherwise ceases to hold
office, the remaining directors must appoint a member to take the place
of the former director.
(2) An act or proceeding of the directors is not invalid merely because
there are less than the prescribed number of directors in office.
27 The members may, by special resolution, remove a director, before the
expiration of his or her term of office, and may elect a successor to complete
the term of office.
28 A director must not be remunerated for being or acting as a director
but a director may be reimbursed for expenses necessarily and reasonably
incurred by the director while engaged in the affairs of the society.
29 (1) The directors may meet at the places they think fit to conduct business,
adjourn and otherwise regulate their meetings and proceedings, as they see
fit.
(2) The directors may from time to time set the quorum necessary to conduct
business, and unless so set the quorum is a majority of the directors then
in office.
(3) The directors present must choose one of their number to be the chair
at that meeting.
(4) A director may at any time, and the secretary, on the request of a director,
must, convene a meeting of the directors.
30 (1) The directors may delegate any, but not all, of their powers to committees
consisting of the director or directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated must
conform to any rules imposed on it by the directors, and must report every
act or thing done in exercise of those powers to the earliest meeting of
the directors held after the act or thing has been done.
31 A committee must elect a chair of its meetings, but if no chair is elected,
or if at a meeting the chair is not present within 30 minutes after the
time appointed for holding the meeting, the directors present who are members
of the committee must choose one of their number to be the chair of the
meeting.
32 The members of a committee may meet and adjourn as they think proper.
33 For a first meeting of directors held immediately following the appointment
or election of a director or directors at an annual or other general meeting
of members, or for a meeting of the directors at which a director is appointed
to fill a vacancy in the directors, it is not necessary to give notice of
the meeting to the newly elected or appointed director or directors for
the meeting to be constituted, if a quorum of the directors is present.
34 A director who may be absent temporarily from British Columbia may send
or deliver to the address of the society a waiver of notice, which may be
by letter or e-mail, of any meeting of the directors and may at any time
withdraw the waiver, and until the waiver is withdrawn,
(a) a notice of meeting of directors is not required to be sent to that
director, and
(b) any and all meetings of the directors of the society, notice of which
has not been given to that director, if a quorum of the directors is present,
are valid and effective.
35 When questions arise at a meeting of the directors and committee of directors,
these members must attempt to resolve the questions through consensus. When
a consensus cannot be reached, the questions must be decided by a majority
of votes.
36 A resolution proposed at a meeting of directors or committee of directors
need not be seconded, and the chair of a meeting may move or propose a resolution.
37 A resolution in writing, signed by all the directors and placed with
the minutes of the directors, is as valid and effective as if regularly
passed at a meeting of directors.
38 Any member is permitted to attend and participate in open meetings of
directors or committees of directors, however they may not be entitled to
vote in these meetings. Directors and committees of directors may post the
time and location of these open meetings in a visible location, however
they are not required to give notice of these meetings to all members.
39 The secretary must do the following:
(a) conduct the correspondence of the society;
(b) issue notices of meetings of the society and directors;
(c) keep minutes of all meetings of the society and directors unless this
responsibility is given to another present member;
(d) have custody of all records and documents of the society except those
required to be kept by the treasurer;
(e) have custody of the common seal of the society;
(f) maintain the register of members.
40 The treasurer must
(a) keep the financial records, including books of account, necessary to
comply with the Society Act, and
(b) ensure that up-to-date financial statements are accessible to all members
at any time.
41 (1) The offices of secretary and treasurer may be held by one person
who is to be known as the secretary treasurer.
(2) If a secretary treasurer holds office, the total number of directors
must not be less than 3 or the greater number that may have been determined
under bylaw 25 (2).
42 In the absence of the secretary from a meeting, the directors must appoint
another person to act as secretary at the meeting.
43 The directors may provide a common seal for the society and may destroy
a seal and substitute a new seal in its place.
44 In order to carry out the purposes of the society the directors may,
on behalf of and in the name of the society, raise or secure the payment
or repayment of money in the manner they decide, and, in particular but
without limiting that power, by the issue of debentures.
45 A debenture must not be issued without the authorization of a special
resolution.
46 The members may, by special resolution, restrict the borrowing powers
of the directors, but a restriction imposed expires at the next annual general
meeting.
47 This Part applies only if the society is required or has resolved to
have an auditor.
48 The first auditor must be appointed by the directors who must also fill
all vacancies occurring in the office of auditor.
49 At each annual general meeting the society must appoint an auditor to
hold office until the auditor is re-elected or a successor is elected at
the next annual general meeting.
50 An auditor may be removed by ordinary resolution.
51 An auditor must be promptly informed in writing of the auditor’s
appointment or removal.
52 A director or employee of the society must not be its auditor.
53 The auditor may attend general meetings.
54 A notice may be given to a member, either personally or by mail to the
member at the member’s registered e-mail or residential address.
55 A notice sent by mail is deemed to have been given on the second day
following the day on which the notice is posted, and in proving that notice
has been given, it is sufficient to prove the notice was properly addressed
and put in a Canadian post office receptacle. A notice sent by e-mail is
deemed to have been given immediately, and in proving that notice has been
given, it must be CC-ed to the secretary for perpetuity.
56 (1) Notice of a general meeting must be given to
(a) every member shown on the register of members on the day notice is given,
and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of a general meeting.
57 On being admitted to membership, each member is entitled to, and the
society must give the member without charge, a copy of the constitution
and bylaws of the society.
58 These bylaws must not be altered or added to except by special resolution.
We are currently considering changes to our Constitution and Bylaws - to get involved with the review, contact aaron@safeamp.org.
Constitution
1. The name of the society is Safe Amplification Site Society.
2. The purposes of the society are:
(a) To work towards the establishment of a permanent Safe Amplification
Site – a space for music and other arts events – in Vancouver.
i. The space must be legal in every way.
ii. The space must be financially sustainable.
iii. The space must allow all people to participate in its events, regardless
of their age.
iv. Events at the space must be kept affordable: admission charges should
not exceed five dollars except in special circumstances to be negotiated
with the society’s directors.
v. Alcohol or drugs must not be allowed into the space at any time.
vi. Any member must be permitted to organize any kind of event at the
space free of charge, provided they do not violate this constitution or
other rules of the Society.
(b) To organize music and other arts events at other pre-existing spaces
in Vancouver.
i. All people must be permitted to participate in these events, regardless
of their age.
ii. These events must be affordable: admission charges should not exceed
five dollars except in special circumstances to be negotiated with the society’s
directors.
iii. Any member must be permitted to organize any kind of event using
the society’s name free of charge, provided they do not violate this
constitution or other rules of the Society.
(c) To provide opportunities for young people to create and become involved
with music and arts communities in Vancouver.
(d) To promote the legitimacy of music and arts communities within the
city of Vancouver.
